THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Transcription

1 THE COMPANIES LAW (AS AMENDED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION (As adopted by a special resolution passed on 9 th May 2017) OF ASM PACIFIC TECHNOLOGY LIMITED (the Company ) (The English version shall always prevail in case of any inconsistency between English version and its Chinese translation.)

2 AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ASM PACIFIC TECHNOLOGY LIMITED (the Company ) (As adopted by a special resolution passed on 9 th May 2017)

3 THE COMPANIES LAW (AS AMENDED) Company Limited by Shares AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF ASM PACIFIC TECHNOLOGY LIMITED (As adopted by a special resolution passed on 9 th May 2017) 1. The name of the Company is ASM PACIFIC TECHNOLOGY LIMITED. 2. The Registered Office of the Company will be situated at the offices of Sterling Trust (Cayman) Limited, Whitehall House, 238 North Church Street, P.O. Box 1043, George Town, Grand Cayman KY1-1102, Cayman Islands. 3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by any law as provided by Section 7(4) of The Companies Law, Cap.22 as amended. 4. The Company shall have and be capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit as provided by Section 27(2) of The Companies Law, Cap.22 as amended. 5. Nothing in the preceding sections shall be deemed to permit the Company to carry on the business of a Bank or Trust Company without being licensed in that behalf under the provisions of the Banks and Trust Companies Law (Revised), or to carry on Insurance Business from within the Cayman Islands or the business of an Insurance Manager, Agent, Sub-agent or Broker without being licensed in that behalf under the provisions of the Insurance Law, 2010 (as amended), or to carry on the business of Company Management without being licensed in that behalf under the provisions of the Companies Management Law, The Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; Provided that nothing in this section shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands. 7. The liability of the members is limited.

4 8. The capital of the Company is HK$50,000, divided into 500,000,000 shares of a nominal or par value of HK$0.10 each provided always that subject to the provisions of The Companies Law, Cap.22 as amended and the Articles of Association the Company shall have power to redeem or purchase any or all of such shares and to sub-divide or consolidate the said shares or any of them and to issue all or any part of its capital whether original, redeemed, increased or reduced with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions whatsoever and so that unless the conditions of issue shall otherwise expressly provide every issue of shares whether stated to be Ordinary, Preference or otherwise shall be subject to the powers on the part of the Company hereinbefore provided.

5 The undersigned, whose name, address and description is subscribed, is desirous of being formed into a Company in pursuance of this Memorandum of Association, and agrees to take the number of shares in the capital of the Company set opposite his name. NAME, ADDRESS AND DESCRIPTION OF SUBSCRIBER NUMBER OF SHARES TAKEN BY SUBSCRIBER CALEDONIAN BANK & TRUST LIMITED One Share P.O. Box 1043 George Town Grand Cayman KY Per: ( Sgd.) David G. Bird David G. Bird Director 18 th November, 1988 (Sgd.) S. Patrick Witness to the above signature: SUE PATRICK Address: P.O. Box 265, Grand Cayman Occupation: Secretary I, DELANO O.SOLOMON Dep. Registrar of Companies in and for the Cayman Islands DO HEREBY CERTIFY that this is a true copy of the Memorandum of Association of ASM PACIFIC TECHNOLOGY LIMITED. Dated this 21 st day of NOV, 1988

6 AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ASM PACIFIC TECHNOLOGY LIMITED (the Company ) (As adopted by a special resolution passed on 9 th May 2017)

7 - 1 - CAYMAN ISLANDS THE COMPANIES LAW CAP.22 Company Limited by Shares AMENDED AND RESTATED ARTICLES OF ASSOCIATION OF ASM PACIFIC TECHNOLOGY LIMITED (As adopted by a special resolution passed on 9 th May 2017) INTERPRETATION 1. In these Articles the following expressions have the following meanings: - associate the Board clear days clearing house close associate Companies Ordinance Corporate Communication the meaning attributed to it in the rules of the Designated Stock Exchange; means the board of directors for the time being of the Company; in relation to the period of a notice, that period excluding the day when the notice is given or deemed to be given and the day for which it is given or on which it is to take effect; a clearing house recognised by the laws of the jurisdiction in which the shares of the Company are listed or quoted on a stock exchange in such jurisdiction; the meaning attributed to it by the rules of the Designated Stock Exchange; the Companies Ordinance (Cap. 622 of the Laws of Hong Kong), and amendments thereto or re-enactment thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; the meaning attributed to it in the rules of the Designated Stock Exchange;

8 - 2 - Designated Stock Exchange the Directors Dividend HK$ and dollars the Law month the Office Register Seal Statutes subsidiary in writing and written year stock exchange which is an appointed stock exchange for the purposes of the Law in respect of which the shares of the Company are listed or quoted and where such appointed stock exchange deems such listing or quotation to be the primary listing or quotation of the shares of the Company; means the directors for the time being of the Company; includes bonus; the lawful currency from time to time of Hong Kong; means the Companies Law of the Cayman Islands and amendments thereto or re-enactment thereof for the time being in force and includes every other law incorporated therewith or substituted therefor; means calendar month; means the registered office for the time being of the Company; means the principal register and, where applicable, any branch register of members of the Company to be maintained at such place within or outside the Cayman Islands as the Board shall determine from time to time; means the common seal from time to time of the Company; means the Law and every other law of the Legislature of the Cayman Islands for the time being in force applying to or affecting the Company, its memorandum of association and/or these Articles; the meaning attributed to it in the rules of the Designated Stock Exchange; includes printing, lithography, photography and other modes of representing words or figures in a visible form, and includes where the representation takes the form of electronic display, provided that the applicable Statutes, laws and regulations are complied therewith; means year from the 1 st January to the 31 st December inclusive. Words importing the singular number only include the plural number and vice versa. Words importing the masculine gender only include the feminine gender.

9 - 3 - Words importing persons include corporations. 2. Subject to the preceding Article, any words defined in the Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles. TABLE A 3. The regulations contained in Table A in the First Schedule to the Law shall not apply to the Company. SHARE CAPITAL 4. The share capital of the Company is HK$50,000,000 divided into 500,000,000 shares of HK$0.10 each. 5. Subject to the provisions of the Law:- 5.1 the unissued shares for the time being in the capital of the Company shall be at the disposal of the Directors who may allot, grant options over or otherwise dispose of the same to such persons and on such terms as they think fit; and 5.2 the Company may issue preference shares which are, or at the option of the Company are, liable to be redeemed. Subject to the provisions of the Law the redemption of all such redeemable preference shares may be effected on such terms, in such priority, and in such manner, as the Directors may from time to time determine. 6. The Company may, if authorised by law, at any time pay a commission to any person for subscribing or agreeing to subscribe (whether absolutely or conditionally) for any shares in the Company or for procuring or agreeing to procure subscriptions (whether absolute or conditional) for any shares in the Company, but so that the conditions and requirements of the Law shall be observed and complied with, and in each case the commission shall not exceed ten per cent of the price at which the shares are issued. THE REGISTER The Company shall keep the Register and shall enter therein the following particulars, that is to say: (a) (b) (c) the name and address of each member, the number and class of shares held by him and the amount paid or agreed to be considered as paid on such shares; the date on which each person was entered in the Register as a member; and the date on which any person ceased to be a member.

10 The Company may keep in any country or territory one or more branch registers as the Board determines and vary such regulations as it determines in respect of the keeping of any such register. 7.3 The Register shall during business hours (subject to such reasonable restrictions as the Board may impose, so that not less than 2 hours in each day be allowed for inspection) be open for the inspection by any member without charge or by any other person, upon payment of a sum of HK$2.50 or such other sum as may be specified by the Board from time to time as allowed by the Statutes, the laws and regulations applicable to the Company, at the place at which the Register is kept in accordance with the Statutes. 7.4 The Register may, after notice has been given in accordance with the requirements of any Designated Stock Exchange or by any means (including electronic means) in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares, provided that the Company may extend the thirty days (subject to a maximum of sixty days in any year) by ordinary resolution at a general meeting of the Company. 7.5 The Directors may, in their absolute discretion, at any time and from time to time transfer any share upon the principal register of members to any branch register of members or any share on any branch register to the principal register or any other branch register. 7.6 Unless the Directors otherwise agree, no share on the principal register may be transferred to any branch register, nor may shares on any branch register be transferred to the principal register or any other branch register. All transfers and other documents of title must be lodged for registration at the place at which the principal register or branch register is kept. 7.7 Save as herein otherwise provided, the Company shall be entitled to treat the registered holder of any share as the absolute owner thereof and accordingly shall not, except as ordered by a court of competent jurisdiction or as by statute required, be bound to recognise any equitable or other claims to or interest in such share on the part of any other person (even when it has actual notice thereof). SHARE CERTIFICATES 8. The certificates of title to shares shall be issued under the Seal but need not be signed or countersigned, or the signatures may be affixed thereto by such mechanical means as may be determined by the Directors. 9. Every member shall be entitled to one certificate for all the shares registered in his name or to several certificates each for one or more of such shares. Every certificate of shares shall specify the number and class of the shares in respect of which it is issued and the amount paid upon thereon. The Company shall not be bound to issue more than one certificate for shares held jointly be several persons and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them.

11 If any certificate be worn out or defaced, then upon production thereof to the Directors they may order the same to be cancelled and may issue a new certificate in lieu thereof and if any certificate be lost or destroyed, then upon proof thereof to the satisfaction of the Directors and on such indemnity as the Directors deem adequate being given, a new certificate in lieu thereof shall be given to the person entitled to such lost or destroyed certificate. 11. Every member shall be entitled to one certificate without payment, but for every subsequent certificate issued to him a sum not exceeding the amount laid down by the Designated Stock Exchange shall be paid to the Company for every certificate issued. CALLS ON SHARES 12. Subject to the provisions of these Articles and the terms of allotment, the Directors may from time to time make such calls as they think fit upon the members in respect of any moneys unpaid on the shares held by them and not by the conditions as to allotment thereof made payable at fixed times and each member shall pay the amount of every call so made on him to the person and at the time and place appointed by the Directors. A call may be required to be paid by instalments. A call may, before receipt by the Company of a sum due thereunder, be revoked in whole or in part and payment of a call may be postponed in whole or in part. A member shall remain liable for calls made upon him notwithstanding the subsequent transfer of the shares in respect whereof the call was made. 13. If by the terms of the issue of any shares or otherwise any amount is made payable at any fixed time or by instalments at any fixed times such amount or instalments shall be payable as if it were a call duly made by the Directors and of which due notice had been given; and all provision hereof with respect to the payment of calls and interest thereon or to the forfeiture of shares for non-payment of calls shall apply to such amount or instalments and the shares in respect of which they are payable. 14. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed. 15. Fourteen clear days notice of any call shall be given specifying the time and place of payment and to whom such call shall be paid. 16. The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof. 17. If a call remains unpaid after it has become due and payable, the person from whom the sum is due shall pay interest on the unpaid sum at the rate of 10 per cent per annum from the day appointed for the payment thereof to the time of the actual payment or at such other rate as the Directors may determine but the Directors may, if they think fit, remit the payment of such interest, or any part thereof. 18. The Directors may make arrangements on any issue of shares for a difference between the holders of such shares in the amount of calls to be paid and the time of payment of such calls.

12 At the trial or hearing of any action or other proceedings for the recovery of any money due for call it shall be sufficient to prove that the name of the member sued is entered in the Register as the holder or one of the holders of the shares in respect of which such call was made, that the resolution making such call is duly recorded in the minute book of the Directors, and that notice of such call was duly given to the member sued according to the provisions of these Articles and it shall not be necessary to prove the appointment of the Directors who made such call nor any other matter whatsoever, but the proof of the matters aforesaid shall be conclusive evidence of a debt due from the member sued to the Company. 20. The Directors may if they think fit receive from any member willing to advance the same and either in money or money s worth all or any part of the money unpaid upon the shares held by him beyond the sums actually called for, and upon the amount so paid or satisfied in advance or so much thereof as from time to time exceeds the amount of calls then made upon the shares in respect of which such advance has been made, the Company may pay interest at such rate as the member paying such sum in advance and the Directors agree upon. FORFEITURE OF SHARES If any member fails to pay the whole or any part of any call or instalment on or before the day appointed for the payment thereof, the Directors may at any time thereafter during such time as the call or any part thereof remains unpaid serve a notice on him requiring him to pay such call or instalment or such part thereof as remains unpaid together with interest at 10 per cent per annum and any expenses that may have accrued by reason of such non-payment The notice shall name a further day on or before which such call or such part as aforesaid and all interest and expenses that have accrued by such nonpayment are to be paid. It shall also name the place where payment is to be made and shall state that in the event of non-payment at or before the time and at the place appointed the shares in respect of which such call was made will be liable to be forfeited. The Directors may accept the surrender of any share liable to be forfeited hereunder and, in such case, references in these Articles to forfeiture shall include surrender If the requirements of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may at any time thereafter, before payment of all calls or instalments, interest and expenses due in respect thereof has been made, be forfeited by a resolution of the Directors to that effect and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeiture. 22. The forfeiture of a share shall involve the extinction at the time of forfeiture of all interest in and all claims and demands against the Company in respect of the share and all other rights and liabilities incidental to the share as between the member whose share is forfeited and the Company, except only such of those rights and liabilities as are by these Articles expressly saved, or as are by the Law given or imposed in the case of past members.

13 Every share which shall be forfeited shall thereupon become the property of the Company and may be sold or re-allotted or otherwise disposed of either to the person who was before forfeiture the holder thereof or entitled thereto, or sold or re-allotted or otherwise disposed of as the Directors shall think fit. 24. A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall, notwithstanding, remain liable to pay to the Company all calls made and all instalments due and not paid on such shares at the time of forfeiture and interest thereon to the date of payment in the same manner in all respects as if the shares had not been forfeited and to satisfy all (if any) the claims and demands which the Company might have enforced in respect of the share at the time of forfeiture without any deduction or allowance for the value of the shares at the time of forfeiture. 25. When any share has been forfeited in accordance with these Articles notice of the forfeiture shall forthwith be given to the holder of the share or the person entitled to the share by transmission as the case may be and an entry of such notice having been given and of the forfeiture with the date thereof shall forthwith be made in the Register opposite to the share; but no forfeiture shall be in any manner invalidated by any omission or neglect to give such notice or to make such entry as aforesaid. 26. A statutory declaration in writing by a Director of the Company that a share has been duly forfeited in pursuance of these Articles and stating the time when it was forfeited shall, as against all persons claiming to be entitled to the share adversely to the forfeiture thereof, be conclusive evidence of the facts therein stated, and such declaration together with a certificate of proprietorship of the share under the Seal delivered to a purchaser or allottee thereof shall constitute a good title to the share and the new holder thereof shall be discharged from all calls made prior to such purchase or allotment and shall not be bound to see to the application of the purchase money nor shall his title to the share be affected by any act omission or irregularity relating to or connected with the proceedings in reference to the forfeiture, sale, re-allotment or disposal of the share. 27. In the event of a forfeiture of shares, the member shall be bound to deliver and shall forthwith deliver to the Company the certificate or certificates held by him for the shares so forfeited. UNTRACEABLE SHAREHOLDERS The Company may sell any shares in the Company if: all cheques or warrants, being not less than three in total number, for any sum payable in cash to the holder of such shares in respect of them, sent during the relevant period in the manner authorised by the Articles of the Company have remained uncashed; so far as it is aware at the end of the relevant period, the Company has not at any time during the relevant period received any indication of the existence of the member who is the holder of such shares or of a person entitled to such shares by death, bankruptcy or operation of law; and

14 the Company, if so required by the rules governing the listing of shares on the Designated Stock Exchange, has given notice to, and caused advertisement in newspapers in accordance with the requirements of, the Designated Stock Exchange to be made of its intention to sell such shares in the manner required by the Designated Stock Exchange, and a period of three months or such shorter period as may be allowed by the Designated Stock Exchange has elapsed since the date of such advertisement For the purpose of the foregoing, the relevant period means the period commencing twelve years before the date of publication of the advertisement referred to in paragraph of this Article above and ending at the expiry of the period referred to in that paragraph To give effect to any such sale the Directors may authorise some person to transfer the said shares, and any instrument of transfer signed or otherwise executed by or on behalf of such person shall be as effective as if it had been executed by the registered holder or the person entitled by transmission to such shares, and the purchaser shall not be bound to see to the application of the purchase moneys nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale. The net proceeds of the sale will belong to the Company and upon receipt by the Company of such net proceeds it shall become indebted to the former member for an amount equal to such net proceeds. No trust shall be created in respect of such debt and no interest shall be payable in respect of it and the Company shall not be required to account for any moneys earned from the net proceeds, which may be employed in the business of the Company or as it thinks fit. Any sale under this Article shall be valid and effective notwithstanding that the member holding the shares sold is dead, bankrupt or otherwise under any legal disability or incapacity The Company may cease sending dividend warrants by post if such warrants have been left uncashed on two consecutive occasions or, if earlier, after the first occasion on which such a warrant is returned undelivered. TRANSFER AND TRANSMISSION OF SHARES 29. The instrument of transfer of any share may be in any usual form or such other form which the Directors may approve and shall be signed by both the transferor and the transferee, and the transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect thereof. For the purpose of this Article, the Board may, on such terms and subject to such conditions as the Board may think fit, accept the machine imprinted or mechanically produced signature of the transferor or the transferee as the valid signature of the transferor or the transferee. 30. A fee not exceeding the amount as allowed by the Statutes, the laws and regulations applicable to the Company may be charged for the registration of transfer.

15 A fee not exceeding the amount as allowed by the Statutes, the laws and regulations applicable to the Company may be charged for the registration of other documents relating to or affecting the title to the shares of the Company (e.g. probate, letters of administration, certificates of death or marriage, power of attorney). 32. The Directors may, in their absolute discretion and without giving any reason, refuse to register the transfer of a share which is not fully paid but, if they do so, they shall within two months after the date on which the transfer was lodged with the Company send to the transferee notice of the refusal. 33. The Directors may also decline to recognise an instrument of transfer unless: it is lodged, duly stamped, at the Office or at the appropriate branch registration office, as the case may be, and is accompanied by the certificate for the shares to which it relates and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer; 33.2 it is in respect of only one class of shares; and 33.3 it is in favour of not more than four transferees. In the case of a transfer by a stock exchange nominee the lodgment of a share certificate will only be necessary if a certificate has been issued in respect of the share in question. 34. The registration of transfers may be suspended and the Register may be closed at such times and for such periods as the Directors may from time to time determine, provided always that such registration shall not be suspended or the Register closed for more than thirty days in any year or, with the approval of the Company in general meeting, sixty days in any year. 35. Any transfer made while the Register is so closed shall, as between the Company and the person claiming under the transfer (but not otherwise), be considered as made immediately after the re-opening of the Register. 36. All instruments of transfer which are registered shall be retained by the Company, but any instrument of transfer which the Directors refuse to register shall be returned to the person depositing it The Company shall be entitled to destroy all instruments of transfer which have been registered at any time after the expiration of seven years from the date of registration thereof, and all dividend mandates and notifications of change of address at any time after the expiration of two years from the date of recording thereof, and all share certificates which have been cancelled at any time after the expiration of one year from the date of the cancellation thereof, and it shall be conclusively presumed in favour of the Company that every entry in the Register purporting to have been made on the basis of an instrument of transfer or other document so destroyed was duly and properly made, that every instrument of transfer so destroyed was a valid and effective instrument duly and properly registered, that every share certificate so destroyed was a valid and effective instrument duly and properly registered,

16 that every share certificate so destroyed was a valid and effective certificate duly and properly cancelled, and that every other document hereinbefore mentioned so destroyed was a valid and effective document in accordance with the recorded particulars thereof in the books or records of the Company provided that: this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar of any claim (regardless of the parties thereto) to which the document might be relevant; nothing in this Article shall be construed as imposing upon the Company any liability in respect of the destruction of any such document earlier than as set out in this Article, or in any other circumstances, which would not attach to the Company in the absence of this Article; and references in this Article to the destruction of any document include references to the disposal thereof in any manner; 37.2 Notwithstanding any provision contained in these Articles, the Directors may, if permitted by the Statutes, applicable laws and regulations, authorise the destruction of documents set out in the preceding Article 37.1 and any other documents in relation to share registration which have been microfilmed or electronically stored by the Company or by the share registrar on its behalf provided always that this Article shall apply only to the destruction of a document in good faith and without express notice to the Company and its share registrar that the preservation of such document was relevant to a claim. 38. If a member dies the survivor or survivors where he was a joint holder, and his personal representatives where he was a sole holder or the only survivor of joint holders, shall be the only persons recognised by the Company as having any title to his interest; but nothing herein contained shall release the estate of a deceased member from any liability in respect of any share which had been jointly held by him. 39. A person becoming entitled to a share in consequence of the death or bankruptcy of a member or otherwise by operation of law may, upon such evidence being produced as the Directors may properly require, elect either to become the holder of the share or to have some person nominated by him registered as the transferee. If he elects to become the holder he shall give notice to the Company to that effect. If he elects to have another person registered he shall execute an instrument of transfer of the share to that person. All the provisions of these Articles relating to the transfer of shares shall apply to the notice or instrument of transfer as if it were an instrument of transfer signed by the member and the death or bankruptcy of the member had not occurred. 40. A person becoming entitled to a share by reason of the death or bankruptcy of a member or otherwise by operation of law shall have the rights to which he would be entitled if he were the holder of the share, except that he shall not, before being registered as the holder of the share, be entitled in respect of it to attend or vote at any meeting of the Company or at any separate meeting of the holders of any class of shares in the Company.

17 LIEN AND SALE 41. The Company shall have a first and paramount lien upon every share (not being a fully paid share) for all moneys (whether presently payable or not) payable at a fixed time or called in respect of that share and such lien shall extend to all dividends from time to time declared on such share or any other moneys payable in respect of it and shall have priority over all debts, obligations, engagements and liabilities of such member to or with any other person notwithstanding that any such last mentioned debt, obligation, engagement or liability was incurred or undertaken prior in date to the call in respect of which the Company may claim to exercise the lien conferred on it by this Article and notwithstanding that the Company had full notice thereof. 42. The Company may sell, in such manner as the Directors determine, any shares on which the Company has a lien if a sum in respect of which the lien exists is presently payable and is not paid within fourteen days after notice in writing demanding payment of the sum presently payable and giving notice of intention to sell in default has been given to the holder of the share or the person entitled to it by reason of the death or bankruptcy of the holder. 43. To give effect to any such sale the Directors may authorise some person to execute an instrument of transfer of the shares sold to, or in accordance with the directions of, the purchaser. The title of the transferee to the shares shall not be affected by any irregularity in the proceedings in reference to the sale. 44. The net proceeds of the sale, after payment of the costs of such sale, shall be applied in payment of so much of the sum for which the lien exists as is presently payable, and any residue shall (upon surrender to the Company for cancellation of the certificate for the shares sold and subject to a like lien for any moneys not presently payable as existed upon the shares before the sale) be paid to the person entitled to the shares at the date of the sale. 45. An entry in the minute book of the Company that any shares have been sold to satisfy a lien of the Company shall be sufficient evidence as against all persons entitled to such share that the said share was properly sold and such entry and the receipt of the Company for the price of such share shall constitute a good title to such share and the name of the purchaser shall be entered in the Register as a member of the Company and he shall be entitled to a certificate of title to the share and thereupon he shall be deemed the holder of such share discharged from all calls due prior to such purchase and shall not be bound to see to the application of the purchase money. The remedy of the former holder of such share or of any person claiming under or though him shall be against the Company and in damages only. ALTERATIONS OF CAPITAL, REDEMPTION AND PURCHASE OF OWN SHARES The company may by ordinary resolution: increase its capital by such sum, to be divided into shares of such amount as the resolution prescribes;

18 consolidate and divide all or any of its capital into shares of larger amount; by sub-division of its existing shares or any of them divide the whole or any part of its capital into shares of smaller amount than is fixed by the Memorandum of Association and the resolution may determine that as between the shares resulting from the sub-division any of them may have any preference or advantage as compared with the others or such deferred rights or be subject to any restrictions as compared with the others as the Company has power to attach to unissued on new shares; cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person Where any difficulty arises in regard to consolidation and division under paragraph of this Article, the Directors may settle the same as they think expedient and in particular may issue fractional certificates or arrange for the sale of the shares representing fractions and the distribution of the net proceeds of sale in due proportion amongst the members who would have been entitled to those fractions, and for this purpose the Directors may authorise some person to transfer the shares representing fractions to or in accordance with the directions of the purchaser thereof. The transferee shall not be bound to see to the application of the purchase money nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings relating to the sale The Company may by special resolution reduce its share capital, any capital redemption reserve and its share premium account in any manner allowed by law Subject to the provisions of the Law and to any requirement of the Designated Stock Exchange, the Company may issue shares which are to be redeemed or are liable to be redeemed at the option of the Company or the holder of the said shares; purchase its own shares (including any redeemable shares, provided that, in the case of the purchase for redemption of a redeemable share, purchases not made through the market or by tender shall be limited to a maximum price, and if purchases are made by tender, tenders shall be available to all shareholders alike); and make a payment in respect of the redemption or purchase of its own shares otherwise than out of profits or the proceeds of a fresh issue of shares.

19 A share which is liable to be redeemed may be redeemed by either the Company or the holder giving to the other not less than thirty clear days notice in writing of the intention to redeem such shares, specifying the date of such redemption which must be a day on which banks in Hong Kong are open for business The amount payable on such redemption on each share so redeemed shall be the amount determined by the Directors as being the fair value thereof as between a willing buyer and a willing seller Any share in respect of which notice of redemption has been given shall not be entitled to participate in the profits of the Company in respect of the period after the date specified as the date of redemption in the notice of redemption Subject to the provisions of the Law, the power of the Company to purchase or otherwise acquire its shares shall be exercisable by the Directors upon such terms and subject to such conditions as they shall think fit The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share At the date specified in the notice of redemption or purchase, the holder of the shares being redeemed or purchased shall be bound to deliver up to the Company at the Office or such other location as shall be agreed between the Company and the holder of the said shares, the certificate thereof for cancellation and thereupon the Company shall pay to him the redemption or purchase monies in respect thereof The Directors may when making payments in respect of the redemption or purchase of shares in accordance with the provisions of this Article, if authorised by the terms of issue of the shares being redeemed or purchased or with the agreement of the holder of such shares, make such payment either in cash or in specie. MODIFICATION OF RIGHTS 47. Whenever the capital is divided into different classes of shares, the rights and privileges attached to any class (unless otherwise provided by the terms of issue of the shares of that class) may be varied with the consent in writing of the holders of threefourths in nominal value of the issued shares of that class or with the sanction of a special resolution (being a resolution passed by members holding three-fourths of the voting rights attaching to issued shares of that class of those present and voting in person or by proxy) passed at a separate general meeting of the holders of the shares of the class. To every such separate general meeting the provisions of these presents relating to general meetings shall mutatis mutandis apply but so that at every such separate general meeting the quorum shall be two persons holding or representing by proxy one-third in nominal value of the issued shares of the class.

20 NOTICE OF GENERAL MEETINGS 48. Subject to the provisions of the Law, an annual general meeting and an extraordinary general meeting for the passing of a special resolution shall be called by twenty one clear days notice at the least, and all other extraordinary general meetings shall be called by fourteen clear days notice at the least. Every notice shall be in writing and shall specify the place, the day and the time of meeting, the resolutions to be considered at the meeting, and (in the case of special business) the general nature of such business, and in the case of an annual general meeting shall specify the meeting as such. Notices shall be given in manner hereinafter mentioned, or in such manner, if any, as may be prescribed by the Company in general meeting, to all the members, other than those who under the provisions of these Articles or under the rights attached to the shares held by them are not entitled to receive the notice, and to the auditors for the time being of the Company, provided that a meeting of the Company, notwithstanding that it is called by shorter notice than that specified in this Article, shall be deemed to have been duly called if it is so agreed: in the case of a meeting called as the annual general meeting, by all the members entitled to attend and vote thereat; and 48.2 in the case of any other meeting, by a majority in number of the members having a right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent in nominal value of the shares giving that right. 49. The accidental omission to give any such notice to or the non-receipt of any such notice by any of the members shall not invalidate any resolution passed at any such meeting. GENERAL MEETINGS 50. The annual general meeting shall be held once in every year at such time (not being more than fifteen months after the holding of the last preceding annual general meeting, or such longer period as the Designated Stock Exchange may authorise) and place as the Directors may from time to time determine. 51. All general meetings other than annual general meetings shall be called extraordinary general meetings. 52. The Directors may whenever they think fit call an extraordinary general meeting of the Company and the Directors shall call an extraordinary general meeting whenever a requisition in writing signed by members of the Company holding in the aggregate not less than one-tenth in amount of the issued capital of the Company upon which all calls or other sums then due shall have been paid up, and stating the objects of the meeting, shall be deposited at the Office. 53. If the Directors do not within twenty-one days from the date of the requisition proceed duly to convene a meeting, the requisitionists or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a meeting, but any meeting so convened shall not be held after the expiration of three months from the said date.

21 PROCEEDINGS AT GENERAL MEETINGS 54. The business of an annual general meeting shall be to receive and consider the accounts and balance sheet and the reports of the Directors and Auditors, to elect Directors and Auditors in place of those retiring and fix their remuneration and to sanction a dividend, and to transact any other business which under these presents ought to be transacted at an annual general meeting. All other business transacted at an annual general meeting and all business transacted at an extraordinary general meeting shall be deemed special. 55. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as otherwise provided in these Articles two persons entitled to vote upon the business to be transacted, each being a member or a proxy for a member or a duly authorised representative of a corporation which is a member, shall be a quorum for all purposes. 56. If within half an hour from the time appointed for the meeting a quorum is not present the meeting, if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place or at such time and place as the Directors determine. 57. The Chairman (if any) of the Directors shall preside at every general meeting but if there be no such Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding the same or shall be unwilling to act as Chairman, the members present shall choose a Director or if no Director be present or if all the Directors present decline to take the Chair they shall choose a member present to be Chairman of the meeting. 58. The Chairman may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn any meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for twenty-one days or more notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 59. A Director shall, notwithstanding that he is not a member, be entitled to attend and speak at any general meeting and at any separate meeting of the holders of any class of shares in the Company At any general meeting, a resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may, in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every member present in person (or being a corporation, is present by a duly authorised representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Article, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary

22 circular issued to the members of the Company; and (ii) relate to the chairman s duties to maintain the orderly conduct of the meeting and/or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all members a reasonable opportunity to express their views Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded: (a) (b) (c) by at least three members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all members having the right to vote at the meeting; or by a member or members present in person or in the case of a member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right. A demand by a person as proxy for a member or in the case of a member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the member A poll shall be taken in such manner as the Chairman may direct. 61. Where a resolution is voted by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect is made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. 62. Where a resolution is voted by a poll, the result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange. 63. A meeting of the members or any class thereof may be held by means of such telephone, electronic or other communication facilities which permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

23 A resolution in writing signed by or on behalf of all members for the time being entitled to receive notice of and to attend and vote at general meetings of the Company shall, for the purposes of these Articles, be treated as a resolution duly passed at a general meeting of the Company and, where relevant, as a special resolution so passed. Any such resolution shall be deemed to have been passed at a meeting held on the date on which it was signed by the last member to sign, and where the resolution states a date as being the date of his signature thereof by any member the statement shall be prima facie evidence that it was signed by him on that date. Such a resolution may consist of several documents in the like form, each signed by one or more relevant members. VOTES OF MEMBERS 65. On a poll, votes may be given by members present in person, by proxy or by representative (in case the member is a corporation) and every member shall have one vote for every share held by him. 66. A member in respect of whom an order has been made by any competent court by reason of mental disorder may vote by his committee, receiver, curator bonis, or other person authorised in that behalf by that court, or vote by proxy. Evidence to the satisfaction of the Directors of the authority of the person claiming to exercise the right to vote shall be deposited at the Office, or at such other place as is specified in the notice convening the meeting or adjourned meeting at which the right to vote is to be exercised, not less than 48 hours before the time appointed for holding the said meeting or adjourned meeting, and in default, the right to vote shall not be exercisable. 67. If two or more persons are jointly entitled to a share then in voting on any question the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the other registered holders of the share and for this purpose seniority shall be determined by the order in which the names of the holders stand in the Register. 68. Any member of the Company entitled to attend and vote at a general meeting shall be entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member (other than a clearing house (or its nominee(s))) may appoint up to two proxies to attend in his stead at any one general meeting. 69. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. Delivery of any instrument appointing a proxy shall not preclude a member from attending and voting, and in such event, the instrument appointing a proxy shall be deemed to be revoked.